To: Sir Auric Goldfinger who wrote (8575 ) 12/5/1998 4:16:00 PM From: Im-patient Respond to of 10479
Comments on this 8-K filed today???? The last sentence sounds good at first reading.... On November 6, 1998, the Company notified Series C Convertible Preferred shareholder CC Investments, LDC ("CCI") that it had assigned to a third party, International Investment Group Orloff Fund NV ("IIG"), the Company's right to redeem 2,000 shares of the Series C Convertible Preferred Stock then outstanding in the name of CCI, and that IIG was exercising that right of redemption. The Company further notified CCI that it was redeeming on its own behalf the remaining 760 shares of Series C Convertible Preferred Stock then outstanding in the name of CCI. CCI disputed the Company's right of assignment and redemption and filed a lawsuit against the Company. On December 3, 1998, in resolution of that dispute, the Company withdrew its notice of redemption with respect to the 760 shares, and agreed to permit the immediate conversion by CCI of the 760 shares of the Series C Convertible Preferred Stock, plus a contractually agreed upon redemption premium of 16%, at a conversion price of $5.81 per share. The conversion of the resultant $881,600 face value of the Series C Convertible Preferred Stock will result in the issuance to CCI of 151,738 shares of common stock. In further resolution of the dispute, CCI agreed to withdraw its lawsuit against the Company and transfer the remaining 2000 shares of Series C Convertible Preferred Stock held in its name to IIG, in return for which IIG will pay to CCI $2.5 million. In consideration of the $2.5 million paid by IIG to CCI, and in consideration for IIG's acceptance of new terms with respect to conversion and other features of the Series C Convertible Preferred Stock, the Company has agreed to issue to IIG an additional $500,000 face amount of the Series C Convertible Preferred Stock. A total of 6,200 shares of the Series C Convertible Preferred Stock remain outstanding after taking into account the terms of the resolution of the dispute described above. The 6,200 shares, if converted at contractually applicable conversion prices on December 3, 1998, plus the 881.6 convertible shares converted at $5.81, would yield 1,126,116 shares of common stock. This compares to the 2,289,200 shares of common stock that would have been issuable at the then-contractually applicable conversion prices on November 6, 1998.freeedgar.com